Common use of Multiemployer Pension Plans Clause in Contracts

Multiemployer Pension Plans. Purchaser shall continue to contribute to the PACE Industry-Union Management Pension Fund (the “Multiemployer Plan”) for substantially the same number of “contribution base units” for which Seller had an “obligation to contribute” (as those terms are defined in Section 4001(a)(11) and 4212 of ERISA, respectively) to the Multiemployer Plan pursuant to the Steelworkers Agreement. Purchaser shall provide the Multiemployer Plan for a period of five (5) plan years, commencing with the first plan year beginning on or after the Closing Date, an acceptable surety bond or escrow arrangement in the form and amount specified in Section 4204(a)(1)(B) of ERISA (the “Multiemployer Plan Bond or Escrow”), unless such bond or escrow arrangement is waived pursuant to the U.S. Department of Labor regulations under Section 4204 of ERISA. The Multiemployer Plan Bond or Escrow shall be paid to the Multiemployer Plan should Purchaser completely or partially withdraw from or fail to make a contribution to the Multiemployer Plan at any time during the first five (5) plan years beginning after the Closing Date. If on or after the Closing Date, and within the five (5) plan years of the Multiemployer Plan following the Closing Date, Purchaser withdraws from or fails to make a required contribution to the Multiemployer Plan, Purchaser will be solely liable to the Multiemployer Plan for any assessment of withdrawal liability. Pursuant to Section 4204(a)(1)(C) of ERISA, if Purchaser completely or partially withdraws from the Multiemployer Plan during the first five (5) plan years of the Multiemployer Plan beginning after the Closing Date, Seller acknowledges that it will be secondarily liable for any withdrawal liability it would have had to the Multiemployer Plan (but for Section 4204 of ERISA) if the withdrawal liability of Purchaser to the Multiemployer Plan is not paid. Purchaser or Seller shall promptly notify the other party of any demand for payment of withdrawal liability received by it from the Multiemployer Plan. Upon presentation by the Multiemployer Plan to Seller or Purchaser of a participation agreement effective March 1, 2008, Purchaser shall execute such agreement with effect from and after the Closing Date.

Multiemployer Pension Plans. Purchaser On or before the Closing Date, Seller shall continue use reasonable efforts to contribute obtain and furnish to Buyer written representations from all Multiemployer Pension Plans advising Seller of its potential withdrawal liability with respect to each such Multiemployer Pension Plan as of the PACE Industry-Union Management most recent date practicable before the Closing Date. As of the Closing Date, Buyer shall be substituted for Seller as the contributing employer under each Multiemployer Pension Fund Plan. Buyer shall take all action necessary to comply with Section 4204 of ERISA, including, without limitation; (i) from and after the “Closing Date, contributing to any Multiemployer Plan”) Pension Plan for substantially the same number of “contribution base units” units for which Seller had an “obligation to contribute” (as those terms are defined in Section 4001(a)(11) and 4212 of ERISA, respectively) contribute to the Multiemployer Plan pursuant Pension Plan, all as required by Section 4204(a)(1)(A) of ERISA; (ii) providing to the Steelworkers Agreement. Purchaser shall provide respective Multiemployer Pension Plans for the Multiemployer Plan for a period of five (5) plan years, commencing with the first plan year beginning on or after the Closing Date, an acceptable surety bond or escrow arrangement in the form and amount specified in required by Section 4204(a)(1)(B) of ERISA (the “Multiemployer Plan Bond or Escrow”), unless such a bond or escrow arrangement other security permitted by such section in the amount required by such section which is waived pursuant payable to the U.S. Department Multiemployer Pension Plan in accordance with such section, or obtaining a variance from such requirement by the end of Labor regulations the first plan year subsequent to Closing; and (iii) otherwise complying with the obligations of a "purchaser" under Section 4204 of ERISA. The Multiemployer Plan Bond or Escrow Seller shall be paid (A) assume the secondary liability to the Multiemployer Plan should Purchaser completely or partially withdraw from or fail to make a contribution Pension Plans contemplated by Section 4204(a)(1)(C) of ERISA in the event and to the Multiemployer Plan at extent provided in such section; and (B) otherwise comply with the obligations of a "seller" under Section 4204 of ERISA. Buyer agrees to indemnify and hold Seller harmless from any time during other liability, cost, expense or damage suffered or incurred by Seller (including secondary liability pursuant to the first five (5foregoing) plan years beginning after the Closing Date. If in connection with any withdrawal, whether partial or complete, or contribution default occurring on or after the Closing DateDate under any Multiemployer Pension Plan and ERISA Section 4203 or 4205. Notwithstanding the foregoing, Seller agrees to indemnify and within the five (5) plan years of the Multiemployer Plan hold harmless, following the Closing Date, Purchaser withdraws from or fails to make a required contribution to the Multiemployer Plan, Purchaser will be solely liable to the Multiemployer Plan for any assessment of withdrawal liability. Pursuant to Section 4204(a)(1)(C) of ERISA, if Purchaser completely or partially withdraws from the Multiemployer Plan during the first five (5) plan years of the Multiemployer Plan beginning after the Closing Date, Seller acknowledges that it will be secondarily liable for any withdrawal liability it would have had to the Multiemployer Plan (but for Section 4204 of ERISA) if the withdrawal liability of Purchaser to the Multiemployer Plan is not paid. Purchaser or Seller shall promptly notify the other party each Buyer Indemnitee in respect of any demand for payment and all Losses suffered or incurred by such Buyer Indemnitee, arising from, by reason of, or in connection with, any breach of, or inaccuracy in any representation and warranty set forth in Section 3.13(c) hereof (it being understood that Section 10.2(b) shall not apply in respect of withdrawal liability received by it from the Multiemployer Plan. Upon presentation by the Multiemployer Plan to Seller or Purchaser of a participation agreement effective March 1, 2008, Purchaser shall execute such agreement with effect from and after the Closing Datethis sentence).